Excluded Property Clause Samples

Excluded Property. Except as set forth in Schedule 8. each Grantor represents, warrants and covenants that it does not, as of the Closing Date (or the date such Grantor joins this Agreement as it relates to such Grantor), own any Excluded Property, which when aggregated, are material to the business of such Grantor.

Excluded Property. Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

Excluded Property. Specifically excluded from the Property and this sale are all items of personal property not described in Section 1 (and all personal property of tenants under the Leases) and the items described in Schedule 2 annexed hereto and made a part hereof.

Excluded Property. Notwithstanding anything to the contrary herein, the representations, warranties and covenants set forth herein in relation to the assets of the Grantors shall not apply to any Excluded Property.

Excluded Property. Notwithstanding anything else in this Agreement, the Assets exclude the following (collectively, the “Excluded Property”): 2.2.1 Intra-company accounts and contracts of Sellers including, without limitation, any accounts and contracts between any Seller and any of its Affiliates, other than the contracts set forth on Schedule 2.2.1; 2.2.2 Cash or bank accounts of Sellers; 2.2.3 Accounts receivable, notes receivable, employee receivables and other receivables; 2.2.4 Proprietary trade names, trademarks, service marks, logos, trade dress, insignia, and imprints of Sellers and all signs whose purpose is to display any of the foregoing and all forms and documents which incorporate any of the foregoing; 2.2.5 All Intellectual Property other than the Transferred Intellectual Property. 2.2.6 All rights to any of Sellers’ claims (whether or not filed) for any federal, state, local, or foreign Income Tax or Tax refunds or carrybacks. 2.2.7 The following documents: (A) all minute books, tax returns, partnership documents of Sellers or any of their Affiliates as well as other business records or related documents of Sellers or any of their Affiliates that are not related to the Assets; and (B) all records that are (i) covered by the attorney-client privilege or work product doctrine, except to the extent such documents relate to claims or litigation included in the Assumed Liabilities (provided that such documents shall be subject to a joint defense agreement to be entered by Sellers and Purchaser before such documents are provided), (ii) not readily severable from Sellers’ general records through diligent efforts, or (iii) required by applicable Law to be retained by Sellers or any of Sellers’ Affiliates in its care, custody, or control. 2.2.8 All rights in connection with and assets of any employee benefit or similar plans. 2.2.9 All insurance policies and rights thereunder, except as provided in Section 14.2. 2.2.10 The capital stock of any Affiliate of any Seller. 2.2.11 Any other properties or assets of Sellers not specifically described herein as being part of the “Assets.”

Excluded Property. Notwithstanding anything in Section 2.1 or elsewhere in this Agreement to the contrary, there is specifically excluded from the Security Interest, and the term Collateral shall not include: (i) any Equipment or Goods that is subject to a "purchase money security interest," as such term is now or hereafter defined in the UCC, which (x) constitutes a Permitted Lien under the Credit Agreement and (y) prohibits the creation by the Grantor of a security interest therein, unless the holder thereof has consented to the creation of such a security interest; (ii) any lease, license, contract, property rights or agreement to which Grantor is a party or any of its rights or interests thereunder, or assets related thereto, if and for so long as the grant of such security interest or lien shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein or (B) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement of any relevant jurisdiction or any other applicable law (including the U. S. Bankruptcy Code) or principles of equity), provided, however, that such security interest or lien shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement, or such asset related thereto, that does not result in any of the consequences specified in (A) or (B) above; (iii) any Inventory owned by the Grantor that contains or utilizes a patent, trademark or copyright the use of which has been licensed to Grantor under a license described under clause (ii), which license prohibits Liens on such Inventory, provided, however, that such security interest or lien shall attach to such Inventory immediately at such time as the condition prohibiting such Lien shall be waived by the licensor of such license or otherwise remedied; and (iv) any Intellectual Property.

Excluded Property. Notwithstanding anything to the contrary set forth in Sections 2.1 – 2.5 above, the property, assets, rights and interests set forth below (the “Excluded Property”) shall not be transferred, assigned or conveyed to Buyer, and shall be excluded from the Property:

Excluded Property. Notwithstanding any other provision of this Agreement, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, (i) any lease, license (including any Communications License or ownership or control thereof), contract or agreement to which such Grantor is a party or any property subject to a permitted purchase money security interest to which such Grantor is a party and any of its rights or interest thereunder, to the extent, but only to the extent, that such a grant would, under the terms of such lease, license (including any Communications License or ownership or control thereof), contract, agreement or purchase money arrangement, be prohibited by or result in a breach or violation of (x) any law, rule or regulation applicable to such Grantor or (y) the terms or a condition of, or constitute a default or forfeiture under, or create a right of termination in favor of or require a consent of any other party to, such lease, capital lease, license (including any Communications License or ownership or control thereof), contract, permit, Instrument, Security or franchise or purchase money arrangement (other than, in each case, to the extent that any such law, rule, regulation, term or condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such contractual or legal provision the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (ii) any of the outstanding Equity Interests issued by a Foreign Subsidiary or CFC Holding Company other than up to 65% of the outstanding Equity Interests of a first-tier Foreign Subsidiary or CFC Holding Company, (iii) any Equity Interests of a Person to the extent that, and for so long as (x) such Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not Subsidiaries or Affiliates of the Borrower and (y) the granting of a security interest hereunder in such Equity Interests would not be permitted by the terms of such issu...

Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include: (i) any equipment or goods that is subject to a “purchase money security interest” to the extent that such purchase money security interest (x) constitutes a Permitted Lien under the Credit Agreement and (y) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (ii) upon the written consent of the Administrative Agent, any Equity Interests in any Pledged Entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such Pledged Entity do not permit the grant of a security interest in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; and (iii) any Equity Interest in a Restricted Entity in excess of 49% of the Equity Interests in such Restricted Entity; provided that such security interest shall attach immediately and automatically to the remaining 51% of the Equity Interests in such Restricted Entity if such Restricted Entity is no longer subject to a any restriction in any document or agreement entered into in connection with the incurrence of Indebtedness permitted by the Credit Agreement that prohibits the Grantor that owns the Equity Interests in such Restricted Entity from granting a security interest in more than 49% of the Equity Interests of such Restricted Entity.